This Non-Disclosure Agreement is made this day of 2020
of the following address (hereinafter
referred to as “Owner” which expression shall where the context so admits include its/his/her
personal successors and assigns) on the first part; AND
of the following address (hereinafter
referred to as “Recipient” which expression shall where the context so admits include its/his/her
personal representatives and assigns) of the other part.
i. Both Owner and Recipient are desirous of entering into a legally binding agreement.
ii. Owner and Recipient will share between themselves proprietary information or
confidential information under the terms and covenants set forth below.
IN CONSIDERATION of the mutual promises and other valuable consideration
exchanged by the Parties as set forth herein, the Parties, intending to be legally bound,
HEREBY AGREE AS FOLLOWS: –
In this Agreement, unless the context otherwise requires, the following expressions shall have
the following meanings:
1.1“Owner” means the legally recognized proprietor of “what’s next” mobile application.
1.2 “Recipient” means the party contracted to develop and design the mobile application.
1.3 “What’s next” means a mobile application that acts as a marketplace that is used for local
2. CONFIDENTIAL INFORMATION
2.1 For the purposes of this Agreement, confidential information means any data, information
and software that is proprietary to or possessed by a confidential party and not generally known
to the public or that has not yet been revealed, whether in tangible or intangible form, whenever
and however disclosed, including, but not limited to:
(i) any scientific or technical information, invention, design, process, procedure, formula,
improvement, technology or method;
(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings,
photographs, development tools, specifications, software programs, source code, object code,
flow charts, and databases;
(iii) trade secrets; plans for products or services, and customer or supplier lists;
(v) any other information that should reasonably be recognized as confidential information by
2.2 Both parties agree hereby that confidential information needs not to be novel, unique,
patentable, and copyrightable or constitutes a trade secret in order to be designated confidential
information and therefore protected.
2.3 Recipient hereby acknowledges that the confidential information proprietary to the Owner
has been developed and obtained through great efforts and shall be regarded and kept as
3. PURPOSE OF THE DISCLOSURE OF CONFIDENTIAL INFORMATION
3.1 Both Owner and Recipient are in agreement that the purpose for disclosure of confidential
information under this agreement is to facilitate the Recipient in coding, designing and making
the “what’s next” mobile application.
3.2 Recipient understands that he or she will not use the information, software or material data
disclosed herein above for any other purposes without the express written consent of the Owner.
4. UNDERTAKING OF THE PARTIES
4.1 In the context of discussions, preparations or negotiations, the Owner may disclose
confidential information to the Recipient. The Recipient agrees to use the confidential
information solely in connection with purposes contemplated between the parties in this
Agreement and not to use it for any other purpose or without the prior written consent of the
4.2 Recipient will not disclose and will keep confidential the information received. In addition to
that the Recipient will be responsible for ensuring that the obligations of confidentiality and non-
use contained herein will be strictly observed.
4.3 Recipient will use the confidential information exclusively for the permitted purpose stated in
clause 3 and not use the information for his/her/its own purposes or benefit.
4.4 Recipient will not disclose any confidential information received to any third parties, except
as otherwise provided for herein.
4.5 All confidential information disclosed under this Agreement shall be and remain the property
of the Owner and nothing contained in this Agreement shall be construed as granting or
conferring any rights to such confidential information on the Recipient. Principally, nothing in
this Agreement shall be deemed to grant to the Recipient a license expressly or by implication
under any patent, copyright or other intellectual property right. Recipient hereby acknowledges
and confirms that all existing and future intellectual property rights related to the confidential
information are exclusive titles of the Owner.
4.7 Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored),
including all notes and derivatives of the confidential information disclosed under this
Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in
this Agreement; (ii) or the termination of this Agreement.
4.8 Owner has the discretion and right to prosecute the Recipient through a court of law in the
event the Recipient violates the terms of this Agreement by stealing and/or selling the “what’s
next” concept to a third party.
4.9 Owner has the right to sue for damages and any other remedy that is available under the law.
5.1 Duration and Termination
This Agreement shall remain in effect until when the Owner deems it fit to terminate it.
Notwithstanding the foregoing, the Recipient’s duty to hold in confidence confidential
information that was disclosed during the term of this Agreement shall remain in effect until
otherwise agreed by the Owner.
If any provisions of this Agreement are invalid or unenforceable, the validity of the remaining
provisions shall not be affected. The parties shall replace the invalid or unenforceable provision
by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable
provision as closely as possible.
IN WITNESS WHEREOF this agreement has been duly executed by the parties hereto the day
and year first herein before written.
SIGNED BY THE OWNER
SIGNED BY THE RECIPIENT